<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
KERR-MCGEE CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-0311467
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
</TABLE>
KERR-MCGEE CENTER
OKLAHOMA CITY, OKLAHOMA 73125
---------------------
(Address, including zip code, of Registrant's principal executive office)
KERR-MCGEE CORPORATION
SAVINGS INVESTMENT PLAN
AND
KERR-MCGEE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plans)
KERR-MCGEE CORPORATION
KERR-MCGEE CENTER
OKLAHOMA CITY, OKLAHOMA 73125
(405) 270-1313
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(A) PRICE(A) FEE(A)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per
share(b).......................... 1,600,000 $64.4375 10,100,000 $31,242.42
==================================================================================================================
</TABLE>
(a) Estimated for calculation of registration fee only, pursuant to Rule 457(h),
on the basis of the average of the high and low prices at which sales of
securities of the same class were reported on the New York Stock Exchange
composite tape on May 28, 1997.
(b) 300,000 shares of common stock are being offered pursuant to the Kerr-McGee
Corporation Savings Investment Plan and 1,300,000 shares of common stock are
being offered pursuant to the Kerr-McGee Corporation Employee Stock
Ownership Plan.
IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
OFFERED OR SOLD PURSUANT TO THE KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN
AND THE KERR-MCGEE CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Kerr-McGee Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), File No. 1-3939, are hereby incorporated by reference in this
Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The description of the Company's common stock contained in Form
S-3 dated April 13, 1987 (File No. 33-13157);
(d) The Annual Report on Form 11-K for the year ended December 31,
1995 for the Kerr-McGee Corporation Savings Investment Plan.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. Description of Securities
Not required.
ITEM 5. Interests of Named Experts and Counsel
None.
ITEM 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer or director is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.
II-1
<PAGE> 3
Article NINTH of the Restated Certificate of Incorporation of the Company
provides as follows:
"To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. No repeal, amendment or modification of this article, whether
direct or indirect, shall eliminate or reduce its effect with respect to
any act or omission prior to such repeal, amendment or modification."
Article XXII of the Bylaws of the Company provides that the Company shall
indemnify to the fullest extent permitted by law any person made, or threatened
to be made, a party to an action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director, officer or employee of the Company or serves or served any other
enterprise at the request of the Company.
In addition, the Company has director and officer insurance and other
insurance policies which insure directors and officers against loss in
connection with actions taken or omitted to be taken in their official
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
4 Rights Agreement dated as of July 9, 1996 between the
Company and The Liberty National Bank & Trust Co. of
Oklahoma City (incorporated by reference to Exhibit 1 to
the Registration Statement on Form 8-A (File No. 1-3939)
dated July 9, 1996).
5 Opinion of Russell G. Horner, Jr.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Russell G. Horner, Jr. (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration
II-2
<PAGE> 4
Statement, provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on this 30th day of
May 1997.
KERR-McGEE CORPORATION
(Registrant)
By /s/ LUKE R. CORBETT*
-----------------------------------
Luke R. Corbett
Chairman of the Board, Chief
Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Kerr-McGee Corporation Savings Investment Plan and the Kerr-McGee
Corporation Employee Stock Ownership Plan, respectively have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on
May 30, 1997.
KERR-McGEE CORPORATION
SAVINGS INVESTMENT PLAN and
EMPLOYEE STOCK OWNERSHIP PLAN
By /s/ JOHN C. LINEHAN
-----------------------------------
John C. Linehan
Chairman of the Kerr-McGee
Corporation Benefits Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ LUKE R. CORBETT* Chairman of the Board, Chief May 30, 1997
- ----------------------------------------------------- Executive Officer and Director
Luke R. Corbett
/s/ TOM J. MCDANIEL* Vice Chairman and Director May 30, 1997
- -----------------------------------------------------
Tom J. McDaniel
/s/ JOHN C. LINEHAN Executive Vice President and May 30, 1997
- ----------------------------------------------------- Chief Financial Officer
John C. Linehan
/s/ DEBORAH A. KITCHENS Vice President and Controller and May 30, 1997
- ----------------------------------------------------- Chief Accounting Officer
Deborah A. Kitchens
/s/ PAUL M. ANDERSON* Director May 30, 1997
- -----------------------------------------------------
Paul M. Anderson
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ BENNETT E. BIDWELL* Director May 30, 1997
- -----------------------------------------------------
Bennett E. Bidwell
/s/ MARTIN C. JISCHKE* Director May 30, 1997
- -----------------------------------------------------
Martin C. Jischke
/s/ WILLIAM C. MORRIS* Director May 30, 1997
- -----------------------------------------------------
William C. Morris
/s/ JOHN J. MURPHY* Director May 30, 1997
- -----------------------------------------------------
John J. Murphy
/s/ RICHARD M. ROMPALA* Director May 30, 1997
- -----------------------------------------------------
Richard M. Rompala
/s/ FARAH M. WALTERS* Director May 30, 1997
- -----------------------------------------------------
Farah M. Walters
*By /s/ JOHN C. LINEHAN May 30, 1997
-------------------------------------------------
John C. Linehan
as Attorney-in-Fact
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
4 -- Rights Agreement dated as of July 9, 1996 between the
Company and The Liberty National Bank & Trust Co. of
Oklahoma City (incorporated by reference to Exhibit 1 to
the Registration Statement on Form 8-A (File No. 1-3939)
dated July 9, 1996).
5 -- Opinion of Russell G. Horner, Jr.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Russell G. Horner, Jr. (included in Exhibit
5).
24 -- Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5
May 28, 1997
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
Re: Form S-8 Registration Statement Covering Securities Issuable Under the
Kerr-McGee Corporation Savings Investment Plan and the Kerr-McGee
Corporation Employee Stock Ownership Plan
Gentlemen:
You have requested my advice with respect to the legality of the shares of
Common Stock, par value $1.00 per share ("Common Stock") of Kerr-McGee
Corporation, a Delaware corporation ("Company") to be registered with the
Securities and Exchange commission on a Form S-8 Registration Statement
("Registration Statement") and issuable pursuant to the Kerr-McGee Corporation
Savings investment Plan and the Kerr-McGee Corporation Employee Stock Ownership
Plan ("Plans").
In connection with the foregoing request, I have examined the Registration
Statement, the Company's Certificate of Incorporation and Bylaws, as amended to
date, corporate minutes, the Plans, and such other documents and records as I
deem necessary to render the opinions contained herein. I have assumed the
genuineness of all signatures and conformity to original documents of copies of
such documents. As to any facts relevant to my opinion, I have relied upon
information given to me by the Officers of the Company and others.
Based on the foregoing, it is my opinion that:
1. The Company is in good standing under the laws of the State of
Delaware.
2. The authorized but unissued shares of Common Stock being registered
pursuant to the Registration Statement have been duly authorized by the
Company and will, upon being issued under the Plans as described in the
Registration Statement and the belated Prospectus, be validly issued, fully
paid and nonassessable.
I consent to the use of this opinion as an exhibit to the captioned
Registration Statement.
Sincerely,
/s/ RUSSELL G. HORNER, JR.
------------------------------------
Russell G. Horner, Jr.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 and in the related
Prospectus of (1) our reports dated February 17, 1997, included and incorporated
by reference in the Annual Report on Form 10-K of Kerr-McGee Corporation for the
year ended December 31, 1996 and (2) our report dated June 14, 1996, included in
the Kerr-McGee Corporation Savings Investment Plan Annual Report on Form 11-K
for the year ended December 31, 1995.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
May 30, 1997
<PAGE> 1
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ PAUL M. ANDERSON
------------------------------------
Paul M. Anderson, Director
<PAGE> 2
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ BENNETT E. BIDWELL
------------------------------------
Bennett E. Bidwell, Director
<PAGE> 3
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director or Officer or
both, as the case may be, of the Company, does hereby appoint Tom J. McDaniel
and John C. Linehan, and each of them severally, his true and lawful attorneys
or attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director or Officer
or both, as the case may be, of the Company, the Registration Statement and any
and all amendments thereto, including post-effective amendments, as said
attorneys or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, and to file the
same or cause the same to be filed with the Commission. Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ LUKE R. CORBETT
------------------------------------
Luke R. Corbett, Director
<PAGE> 4
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ MARTIN C. JISCHKE
------------------------------------
Martin C. Jischke, Director
<PAGE> 5
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director or Officer or
both, as the case may be, of the Company, does hereby appoint Luke R. Corbett
and John C. Linehan, and each of them severally, his true and lawful attorneys
or attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director or Officer
or both, as the case may be, of the Company, the Registration Statement and any
and all amendments thereto, including post-effective amendments, as said
attorneys or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, and to file the
same or cause the same to be filed with the Commission. Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf
of the undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts of said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ TOM J. MCDANIEL
------------------------------------
Tom J. McDaniel, Director
<PAGE> 6
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ WILLIAM C. MORRIS
------------------------------------
William C. Morris, Director
<PAGE> 7
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ JOHN J. MURPHY
------------------------------------
John J. Murphy, Director
<PAGE> 8
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ RICHARD M. ROMPALA
------------------------------------
Richard M. Rompala, Director
<PAGE> 9
KERR-MCGEE CORPORATION
POWER OF ATTORNEY
WHEREAS, Kerr-McGee Corporation, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "ACT"), a
Registration Statement on Form S-8, including a Prospectus (the "Registration
Statement") with such amendment or amendments thereto as may be necessary or
appropriate, together with any and all exhibits and other documents having
relation to the Registration Statement, in connection with the Company's
registration of participations under the Kerr-McGee Corporation Savings
Investment Plan (the "Plan").
NOW, THEREFORE, the undersigned in his capacity as a Director of the
Company, does hereby appoint Luke R. Corbett, Tom J. McDaniel and John C.
Linehan, and each of them severally, his true and lawful attorneys or
attorney-in-fact and agents or agent with power to act with or without the
others and with full power of substitution and resubstitution, to execute for
him and in his name, place and stead, in his capacity as a Director of the
Company, the Registration Statement and any and all amendments thereto,
including post-effective amendments, as said attorneys or any of them shall deem
necessary or appropriate, together with all instruments necessary or incidental
in connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney or attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th
day of May, 1997.
/s/ FARAH M. WALTERS
------------------------------------
Farah M. Walters, Director
